4//SEC Filing
Doyle Mittie 4
Accession 0001209191-23-045170
CIK 0001645569other
Filed
Aug 8, 8:00 PM ET
Accepted
Aug 9, 4:21 PM ET
Size
8.1 KB
Accession
0001209191-23-045170
Insider Transaction Report
Form 4
Doyle Mittie
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2023-08-09−42,500→ 0 totalExercise: $19.13Exp: 2032-03-31→ Common Stock (42,500 underlying)
Footnotes (4)
- [F1]On June 18, 2023, DICE Therapeutics, Inc., a Delaware corporation (the "Issuer" or the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Eli Lilly and Company, an Indiana corporation (the "Parent"), and Durning Acquisition Corporation, a Delaware corporation and a direct or indirect wholly owned subsidiary of the Parent (the "Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (such merger and the other transactions contemplated by the Merger Agreement, the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent.
- [F2](Continued from Footnote 1) Upon the closing (the "Closing") of the Merger on August 9, 2023, each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), was either (x) purchased for $48.00 per share (the "Offer Price"), without interest, less any applicable withholding taxes or (y) automatically converted into the right to receive an amount in cash without interest, equal to the Offer Price, less any applicable withholding taxes. Immediately prior to the Closing, any repurchase rights of the Company or other similar restrictions on the Common Stock fully lapsed and all Common Stock became fully vested.
- [F3]The Company's Stock Option (the "Option") vests as to 1/36th of the total shares on each monthly anniversary of March 31, 2022, subject to the Reporting Holder's continued service to the Registrant.
- [F4]Pursuant to the Merger Agreement, each Option to purchase shares of Common Stock that was outstanding but not vested as of immediately prior to the Closing (the "Unvested Option"), became fully vested and exercisable (the "Vested Option"). Each Vested Option was automatically cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Offer Price over the exercise price per share of Common Stock underlying such Option by (ii) the number of shares of Common Stock underlying such Option. Except if the exercise price per share of Common Stock of the Option was equal to or greater than the Offer Price, such Option was cancelled without any cash payment or other consideration being made in respect thereof.
Documents
Issuer
DICE Therapeutics, Inc.
CIK 0001645569
Entity typeother
Related Parties
1- filerCIK 0001918845
Filing Metadata
- Form type
- 4
- Filed
- Aug 8, 8:00 PM ET
- Accepted
- Aug 9, 4:21 PM ET
- Size
- 8.1 KB